Legal Contract Lawyer & Attorney in UAE

Contract Lawyer in UAE

If your contract templates were drafted before this year, they were written against a law that no longer exists. On 1 June 2026 the UAE replaced the Civil Code that had governed contractual relations since 1985. It was not an amendment. Federal Decree-Law No. 25 of 2025 recodified the whole framework, renumbered the articles and changed several rules that most standard agreements in this country were built around.

TrustedLawyers.ae drafts, reviews and negotiates commercial agreements for businesses operating in the UAE, and a large part of our current work is bringing existing template libraries up to date. The useful thing to know before you read any further is that a contract is not made safe by being long. It is made safe by being enforceable, and enforceability here depends on a set of mandatory rules that override whatever the parties agreed.

Contract lawyer in UAE — TrustedLawyers.ae commercial drafting team

Old and new UAE Civil Code article references compared

The Civil Code Changed on 1 June 2026

Federal Decree-Law No. 25 of 2025 was issued in October 2025 and came into force on 1 June 2026, repealing Federal Law No. 5 of 1985 in its entirety. Three consequences matter immediately for anyone drafting or holding contracts.

The article numbers moved

Precedent banks, clause libraries and contracts that cite specific articles now point at repealed provisions. The most commonly cited example is pre-agreed compensation, which moved from Article 390 of the old code to Article 340 of the new one. Contracting and construction works moved from Articles 872 to 896 into Articles 812 to 839. A clause that recites an old article number is not automatically void, but it is a reliable indicator that the document has not been reviewed since the reform.

Substantive rules changed, not just the numbering

The new code introduces express pre-contractual duties, recognises framework agreements, revises force majeure and hardship, refines how compensation is assessed including contributory fault and the duty to mitigate, and reduces the age of full legal capacity from 21 to 18. It also tightens the relationship between the code and specialised legislation, so the interaction between a contract, the code and a sector law is now clearer and, in places, stricter.

Limitation periods shifted

Several limitation periods were changed, and some were shortened. Reported changes include professional services claims moving from five years to three, the warranty for latent defects in sale contracts extending from six months to one year, and a two-year tail on employment claims. The important practical point is the transitional one below: periods that were already running were affected.

Two Codes, One Contract Portfolio

The transitional position is straightforward in principle and awkward in practice. Contracts concluded before 1 June 2026 generally remain governed by the 1985 code. Contracts concluded on or after that date fall under the new one. Most businesses therefore now hold a portfolio governed by two different codes at the same time, and the answer to "what does our contract say about this" depends on the signature date.

Limitation is the exception that catches people. Where a limitation period was already running on 1 June 2026, the new periods apply from that date rather than from when the period originally started. Where the new law shortens a period, anyone holding an unissued claim should assess urgency now rather than assuming the old timetable still applies. This is the single most time-sensitive item on this page.

There is a practical consequence for renewals as well. An agreement renewed, extended or materially varied after 1 June 2026 should be reviewed on the footing that the new code may apply to it, rather than rolled over on the old terms because the commercial relationship has not changed.

Which UAE Civil Code governs a contract after the 2026 transition

Pre-contractual good faith and disclosure duties under UAE law

Risk Now Starts Before Signature

This is the change most likely to surprise commercial teams. The new code puts express duties on the negotiation stage itself, before any contract exists.

Good faith in negotiation. Entering discussions without genuine intent, or breaking them off in bad faith, can carry consequences that the old code did not spell out.
A duty of disclosure. Withholding information the other party needed in order to decide is treated as a legal failure rather than as commercial advantage.
Framework agreements are expressly recognised, which raises the stakes on heads of terms, memoranda of understanding and letters of intent. Documents intended to be non-binding need to say so clearly and behave that way.

The practical response is not to negotiate defensively. It is to run negotiations with a record: what was disclosed, when, and on what basis, and clear labelling of what is and is not intended to bind. Businesses that already do this have very little to change. Businesses that negotiate informally over messaging apps have more to think about than they realise.

The Clauses You Cannot Draft Around

Freedom of contract in the UAE is real but bounded. Two powers in particular are mandatory, and any clause attempting to exclude them is void.

Pre-agreed damages can be adjusted by the court

This is the provision that most surprises parties coming from common-law jurisdictions. A delay damages or liquidated damages clause does not simply apply as written. The court retains power to adjust the agreed sum so that it matches the actual prejudice suffered. Under the new code that power sits in Article 340, and for the first time the grounds are codified: reduction where the debtor proves the assessment was excessive or the obligation was partly performed, and reduction or refusal where the creditor contributed to the loss. The threshold for adjusting the figure upwards is now higher than it was.

The net effect is a modest strengthening of party autonomy, because a party seeking adjustment must establish specific facts rather than invite general discretion. What has not changed is the headline point: you cannot contract out of judicial review of the figure, and a clause purporting to do so is void. If your risk model treats a delay damages cap as a fixed ceiling, it is worth revisiting.

Exceptional hardship

Where unforeseen exceptional circumstances of a general character make performance oppressive, the court may intervene. The new code broadens this materially. The court may reduce the oppressive obligation or rescind the contract altogether, the previous qualifying condition tied to what justice required has been removed, and the provision is expressly mandatory. Any agreement excluding or limiting the court’s power is null and void.

For long-term supply, construction and service agreements this deserves genuine attention. Hardship and force majeure are not the same thing, they are not solved by the same clause, and a well-drafted change-in-circumstances mechanism is now more useful than an attempt to exclude relief that cannot be excluded.

Liability that cannot be excluded

Certain liabilities are simply not available to be contracted away. Decennial liability in construction is the standard example, and consumer and employment protections cannot be signed away by the protected party. A limitation of liability clause is worth having and is generally effective within its proper scope, but it should be drafted knowing where that scope ends.

Mandatory UAE Civil Code provisions that override contract wording

Key commercial contract clauses that cause disputes in the UAE

The Clauses That Decide Disputes

Across the commercial disputes we see, the same short list of clauses does the damage.

Governing law and forum. This is the clause that decides which system reads everything else, and it is the one most often left as boilerplate. Naming a city rather than a specific court or seat is the classic defect, and where a contract crosses borders or free zones the analysis is handled by our international law firm team.

Arbitration clauses. A valid arbitration agreement generally defeats a court claim, which makes this clause powerful and unforgiving of sloppy drafting. Seat, institution, rules, language and number of arbitrators all need deciding rather than defaulting, and our arbitration lawyer team drafts and reviews them.

Termination. A contract can be brought to an end by consent, by court order or where the contract itself provides for it. A clear express termination mechanism is what avoids needing a judgment simply to exit.
Pre-agreed damages, subject to the mandatory position above.
Limitation of liability, including whether caps are aggregate or per event, what sits outside the cap, and whether indirect loss is defined at all rather than merely excluded.
Force majeure, drafted as a mechanism with notice, mitigation and consequences rather than as a list of events.
Payment, interest and set-off, remembering that compounding interest is not available.
Confidentiality and intellectual property, including who owns work product created under the agreement. Assignment should be express rather than assumed.
Notices and time bars. Contractual notice requirements are enforced, and claims are lost on them more often than on the merits.
Assignment and change of control, which is where a good counterparty can quietly become a bad one.

Language, Signature and Authority

Three execution issues make otherwise sound contracts difficult to use.

Arabic and bilingual contracts

The onshore courts work in Arabic, and a foreign-language contract will be filed with legally certified translation. A bilingual contract should state expressly which language prevails, and the Arabic text should be prepared properly rather than produced hurriedly at the point of dispute. A poor translation does not merely read badly; it changes what the clause is understood to say, and the version the court reads is the one that counts.

Who can actually bind the company

Signature authority is a recurring failure. The signatory should be verified against the licence and constitutional documents, and where authority is delegated a properly executed power of attorney may be required. A contract signed by someone without authority is a problem discovered at the worst possible moment.

Electronic signature

Electronic contracts and signatures are recognised in UAE law subject to conditions, and are used routinely in commercial practice. Certain categories of document still require traditional execution or notarisation, so the position should be confirmed for the specific document type rather than assumed from general practice.

Arabic language, signing authority and execution issues in UAE contracts

Commercial contract drafting and review services in the UAE

Contracts We Draft and Review

Commercial and supply: supply and distribution, agency, services, manufacturing, framework agreements, and standard purchase and sale terms.
Corporate and investment: shareholder and joint venture agreements, share purchase, loan, security and investment documentation.
Property and construction: sale and purchase, leases, development agreements, contracting and consultancy appointments.
Technology and data: software and SaaS agreements, data processing terms, IP assignment and licensing.
People: employment contracts, consultancy and contractor terms, and post-termination restrictions drafted to be enforceable rather than aspirational.
Template libraries: reviewing and rebuilding a whole standard-form set against the current code, which is the most cost-effective form of this work.

Shareholder arrangements and corporate structuring are led by our corporate lawyer team, and where a contract has already broken down the claim is run by our commercial court lawyer team. This page covers the drafting and negotiation stage.

Sector Rules That Override Your Drafting

The Civil Code is the general law. Specialised legislation sits above it for particular relationships, and it takes precedence over the parties’ agreement.

Area	What the specialised law imposes
Employment	The federal labour framework governs contract form and minimum entitlements. Terms that fall below the statutory floor do not bind the employee.
Commercial agency	Registered agencies are subject to registration, restrictions on termination and non-renewal, and a compulsory first forum before any court claim.
Consumer contracts	Consumer protection legislation confers rights a consumer cannot sign away in standard terms.
Personal data	Data protection legislation drives processing terms, security obligations and cross-border transfer provisions in any contract involving personal data.
Construction	Decennial liability applies to structural defects and cannot be excluded or limited by agreement.
Real estate	Emirate-level registration requirements and off-plan rules apply irrespective of what the sale documentation says.

UAE sector legislation that overrides contract drafting

Step by step contract drafting and negotiation process in the UAE

How a Contract Engagement Runs

The commercial objective first

Before drafting we establish what the deal has to achieve, what the worst realistic outcome looks like and which risks you are willing to carry. A contract is a risk allocation document, and it cannot be written well without knowing which risks matter to you.

Risk mapping

Where the exposure actually sits: payment, performance, delay, third-party claims, data, termination and exit. This is also where we identify which of your preferred positions will not survive the mandatory rules.

Drafting or marking up

Either a fresh draft or a mark-up of the counterparty’s document with fallback positions, so your negotiator knows which points to hold and which to trade before the call rather than during it.

Negotiation

We can lead the negotiation or support your team behind it. On many deals the second is faster and preserves the commercial relationship better.

The mandatory check

A final pass against the current code and the applicable sector legislation, so nothing in the signed version depends on a clause that will not hold.

Language, execution and handover

Arabic version and prevailing language where relevant, signature authority verified, and a short execution note so the operational team knows what the contract requires of them. Contracts are breached far more often through not being read than through bad faith.

When to Instruct a Contract Lawyer in UAE

Your template library was written against the 1985 Civil Code and has not been reviewed since.
You have been sent a counterparty’s standard form and asked to sign it as is.
The value or duration of the agreement is material to the business.
You are relying on a delay damages clause or a liability cap as a real commercial protection.
The agreement crosses borders, free zones or currencies.
An existing contract is being renewed, extended or varied this year.
You are about to start negotiations that will involve sharing sensitive information.
You hold a claim under an older contract and are not certain the limitation position still holds.

What Contract Work Costs

Contract work prices more predictably than litigation. A single agreement or a mark-up is normally a fixed fee once we have seen the document and understood the deal. A template library review is quoted per document set and is by a wide margin the best value work in this area, because it fixes every future deal at once rather than one at a time. Ongoing arrangements suit businesses signing regularly, where the review turnaround matters as much as the advice.

The comparison worth making is not between a lawyer’s fee and nothing. It is between the fee and the cost of a dispute under a clause that did not hold. We will also tell you when a document is low risk and does not need our involvement, which is a large proportion of the agreements businesses send us.

Best contract lawyer in UAE — how TrustedLawyers.ae drafts and reviews

Why Clients Choose TrustedLawyers.ae

Choosing the best contract lawyer in UAE is mostly about whether the drafting reflects the law as it is now. What we hold ourselves to:

Drafting reflects the Civil Code in force since 1 June 2026, not inherited precedent written against the old one.
You are told which clauses will not hold before you spend negotiation capital on them.
Every contract is drafted with the court or tribunal that will eventually read it in mind.
Arabic and bilingual execution is handled properly, with the prevailing language decided rather than defaulted.
Advice arrives with a recommended position, not a list of considerations for you to weigh.
Sector legislation is checked against the draft, because it beats the drafting every time.
Signature authority and execution formalities are verified before signing, not after.
Where a document does not need us, we say so.

Where We Act

We draft and review contracts for businesses across Dubai, Abu Dhabi, Sharjah, Ajman, Umm Al Quwain, Ras Al Khaimah and Fujairah, on the mainland and in the free zones, and for overseas companies contracting with UAE counterparties. Documents are drafted in English, in Arabic or bilingually, and work is handled remotely where that is more practical for you.

Frequently Asked Questions

Did UAE contract law really change in 2026?+

Yes. Federal Decree-Law No. 25 of 2025 came into force on 1 June 2026 and replaced the 1985 Civil Code in its entirety. It is a recodification rather than an amendment, so articles were renumbered and several substantive rules changed.

Do I need to redraft contracts signed before June 2026?+

Not automatically. Under the transitional rules, contracts concluded before 1 June 2026 generally remain governed by the 1985 code. The exceptions worth acting on are limitation periods, and any agreement being renewed, extended or varied now.

What happened to limitation periods?+

Several were revised and some were shortened. Where a period was already running on 1 June 2026, the new periods apply from that date rather than from the original start. If you hold an unissued claim under an older contract, the position should be checked promptly.

Are liquidated damages enforceable in the UAE?+

In principle yes, but not as a fixed sum. The court retains power to adjust pre-agreed compensation so that it matches the actual prejudice, and any clause purporting to exclude that power is void. Under the new code the grounds for adjustment are codified and the threshold for increasing the figure is higher.

Can we exclude the court’s power to reopen our damages clause?+

No. The provision is mandatory and an exclusion is null and void. This is a significant difference from common-law jurisdictions, where a clause that survives the penalty test is generally enforced as written.

What is the hardship provision and can we contract out of it?+

Where unforeseen exceptional circumstances make performance oppressive, the court may intervene. Under the new code it may reduce the obligation or rescind the contract entirely, and the provision is expressly mandatory, so it cannot be excluded by agreement.

Does the contract have to be in Arabic?+

Not to be valid, but the onshore courts operate in Arabic and a foreign-language contract will need legally certified translation. Bilingual contracts should state which language prevails, and the Arabic version should be prepared with care rather than at the point of dispute.

Can we choose foreign law for a UAE contract?+

Frequently yes, and it is common in cross-border agreements. Foreign law has to be proved to a UAE court as a matter of evidence, and it cannot displace mandatory UAE provisions or public order. Governing law and forum should be decided together.

Are electronic signatures valid?+

Electronic contracts and signatures are recognised in UAE law subject to conditions, and are used routinely. Some categories of document still require traditional execution or notarisation, so confirm the position for your specific document type.

Are non-compete clauses enforceable?+

They can be, within limits as to duration, geography and scope, and employment legislation constrains what can be imposed on an employee. A restriction drafted too widely tends to fail entirely rather than being narrowed, so proportionate drafting matters.

Can I terminate a contract without going to court?+

Where the contract contains a clear express termination mechanism, yes. Without one, termination generally requires consent, a court order or a specific provision of law, which is why the termination clause deserves more attention than it usually gets.

Is a memorandum of understanding binding?+

It depends on what it says and how the parties behaved. The new code recognises framework agreements expressly and imposes duties at the pre-contractual stage, so a document intended to be non-binding must say so clearly and be treated consistently with that.

What is the most common drafting mistake you see?+

A dispute resolution clause treated as boilerplate, followed closely by notice provisions nobody complies with. Both are cheap to get right at drafting and expensive to argue about afterwards.

Do you review contracts drafted by the other side?+

Yes, and it is a large part of this work. A mark-up with fallback positions, so your negotiator knows in advance which points to hold and which to trade, is usually better value than a fresh draft.

How do I start?+

Send us the agreement, or your template set, with a short note on what the deal has to achieve and what you are worried about. We come back with the exposure, the clauses that will not hold under the current code, and a fixed fee for fixing them.

Speak to a Top Contract Lawyer in UAE

If your standard agreements predate June 2026, or a deal is on the table and the drafting has not been looked at properly, the early review is the cheap one. Send us the document or the template set and tell us what the deal has to achieve, and we will set out where the exposure sits, which clauses will not hold and what it costs to put right. Book a confidential consultation with the commercial team at TrustedLawyers.ae today.

Book a consultation with a top contract lawyer in UAE